Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 8.01
Other Events.

On
January 7, 2019, Inpixon (the “Company”) issued a press release announcing an amendment to the pricing terms of its
previously announced rights offering pursuant to which the Company distributed non-transferable subscription rights to purchase
10,000 units at a subscription price per unit of $1,000, to its stockholders and certain participating warrant holders on the
record date. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Each
unit will now consist of one share of shares of Series 5 Convertible Preferred Stock and 300 warrants. Each share of Series 5
Convertible Preferred Stock will now be convertible, at the option of the holder at any time, into the number of shares of common
stock determined by dividing the $1,000 stated value per share by the reduced conversion price of $3.33 per share and each warrant
will have a term of 5 years from the date of issuance and will have a reduced exercise price of $3.33, under the amended rights
offering terms. Under the amended rights offering terms, the redemption price threshold and the redemption price for the warrants
were also reduced to $8.50 per share of common stock. In addition, under the amended rights offering terms, at a warrant holder’s
option, on any trading day after 25 days after the closing date of this offering, if the daily volume weighted average price of
the Company’s common stock fails to exceed the exercise price of the warrants, the warrant holder may effect a cashless
exercise and the aggregate number of warrant shares issuable in the cashless exercise shall equal the product of (i) the aggregate
number of warrant shares that would be issuable upon exercise of the warrants if such exercise were by means of a cash exercise
and (ii) 0.60.

The
subscription rights are exercisable for up to an aggregate of $10 million of units, subject to increase at the discretion of the
Company, with aggregate participation to be allocated among holders on a pro rata basis if in excess of that threshold, subject
to the participation rights of certain investors. Holders who fully exercise their basic subscription rights will be entitled,
if available, to subscribe for an additional amount of units that are not purchased by other holders, on a pro rata basis and
subject to the $10.0 million aggregate offering threshold and other ownership limitations. The subscription rights are non-transferrable
and may only be exercised until 5:00 PM ET on Friday, January 11, 2019, unless extended.

The
Company is conducting the rights offering pursuant to a Registration Statement on Form S-3 (File No. 333-223960), which was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2018. A preliminary prospectus supplement
and the accompanying prospectus relating to the Rights Offering was filed with the SEC on November 26, 2018, the prospectus supplement
was filed with the SEC on December 7, 2018, as amended as of December 21, 2018 and January 7, 2019.

A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The forms of Certificate
of Designation, Warrant and Subscription Rights Certificate, as revised under the amended rights offering terms, are also attached
hereto as Exhibits 3.1, 4.1 and 4.2, respectively. These exhibits reflect the amended rights offering terms described above. The
foregoing descriptions of such documents are not complete and are qualified in their entirety by reference to such exhibits.